Insights
Age discrimination – the practical implications of the Scott v Walker Morris LLP decision for LLPs and partnerships, and their members or partners
Introduction Last year’s decision of the Employment Tribunal in Scott v Walker Morris LLP sheds light on steps that LLPs and partnerships ought to be taking in relation to their retirement provisions and how they deal with partners or LLP…
Cobden v Cobden – Syers v Syers revisited – open market sale of partnership farm or buy out by one partner?
The recent case of Cobden v Cobden [2024] explores the jurisdiction of the court in a partnership dissolution to permit one partner to buy out the other, rather than ordering a sale of partnership assets and division of the proceeds…
Partnership dissolution – can it be used to “exit” a partner?
Partnership dissolution is often misunderstood, not only as to what it entails, but also as to what the outcomes may be. When partners seek to “weaponise” the dissolution of a partnership, as a means of taking a business forward, while…
£3.4m LLP member whistleblowing claim permitted to proceed
Losses resulting from expulsion following whistleblowing can be very substantial, and there is no statutory limit on the amount of compensation that can be awarded.
But in some cases the expulsion of the whistleblower may:
- be based (at least on the…
The advantages of derivative claims over unfair prejudice petitions
An LLP member or company shareholder:
- who is in the minority and thus outvoted, and
- whose co-proprietors have misused or misappropriated business assets (including the misdirection of corporate opportunities),
The evolution of the partnership and the predator partner
(This article was first published on the Kluwer Mediation Blog on 7 March 2017)
…the typical all-powerful and largely irreplaceable partner of yore has evolved to become a powerless, placeholder partner, keeping the chair warm for the next incumbent of his…
Campbell v Campbell – judge urges partners to give peace a chance
The case of Campbell v Campbell [2017] serves as a prime example of the need for business partners trading through any type of business vehicle to record the precise terms of their business relationship with one another at the outset. …
Would-be partner of farming partnership awarded £500,000
I previously reported on the case of Moore v Moore (2016), in which the court ordered, based on proprietary estoppel, that a farmer’s son was entitled to take over his father’s interest in the family farming partnership, despite the fact…
Forfeiture of profit share for breach of fiduciary duties
In the case of Hosking v Marathon Asset Management LLP [2016] EWHC 2418 (Ch) the court had to answer the question, “Whether the share of profits of a partner of a partnership or a member of an LLP, paid out…
Court-ordered transfer of farm partnership interest following repeated promises
“…the father and son fell out, and the father decided to disinherit his son…” A share in a partnership is easy to transfer. It can be transferred by signature of a very short document. It can even be transferred by…
Whether partners of an insolvent partnership may reuse its trading name
In Re Newtons Coaches Ltd ([2016] EWHC 3068 (Ch), 29 November 2016) useful guidance has been given by Mr Registrar Jones in the Companies Court as to whether partners of an insolvent partnership may reuse its name in a subsequent…
Joint venture unfair prejudice petition disclosure by auditors
…Disclosure is necessary for the fair disposal of the claim to save costs… In Destiny Investments (1993) Ltd v TH Holdings Ltd shareholders in a joint venture company have been granted an order requiring auditors to disclose documents to enable…
LLPs must keep a register of people with significant control
From 6 April 2016 every LLP registered in England and Wales must keep a Register of People with Significant Control (PSC). Failure to do so or to comply with the other requirements of the regulations will be a criminal offence…
Recovering debts owed by partners or LLP members
It has become increasingly common for professional practices to find themselves in the position of having to recover substantial debts owed to the business by their partners or members. Scenarios that sometimes arise are:
Are LLP members protected under the TUPE Regs?
LLP members might be entitled to protection under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (TUPE). This consideration is at least in part prompted by the outcome of the recent Bates van Winkelhof case in the…
Relief from sanctions in a partnership account
On an appeal in the case of Dhillon v Sandhu (2014 WL 5411909) His Honour Judge Hodge QC (sitting as a High Court Judge) has affirmed the application of sanctions imposed by an unless order made by Chief Master Marsh…
Is member liability in Limited Liability Partnerships really limited?
There are many circumstances in which an LLP member can end up with personal liability for either individual liabilities of the LLP or a share of the LLP’s losses over a particular period. This article examines just a couple of…
Restitutionary relief for would-be joint venturers
…an historic rock and roll theme… In the case of Achom v Lalic [2014] the claimants (for whom I acted) had reached an understanding with the defendants whereby the defendants would acquire night club premises in Mayfair and the parties…
Winkelhof revisited (in the Supreme Court)
… most LLP members are entitled to a number of rights and protections … The Supreme Court has handed down judgment in favour of Ms van Winkelhof in the case of Clyde & Co LLP v Bates van Winkelhof, finding…
Interim payment awarded against a partner prior to the taking of a partnership dissolution account
“… The trial judge was entitled to order separate accounts for diversion of profits and for dissolution …” The Court of Appeal yesterday confirmed an award of an interim payment against a partner prior to the taking of a dissolution…
Solicitor escapes liability for Assigned Risk Pool run-off premium
… The Judge considered whether it could argued that in all of the circumstances there was an implied contract between the members of the LLP and the insurers … In Zeckler v Assigned Risk Pool Manager Capita Commercial Services Ltd…
Winkelhof whistleblower equity partner is not a “worker” after all, but can bring a discrimination claim in England
“… such a member cannot bring a whistleblowing claim (and would also be deprived of part-timer and equal pay remedies) …” In a previous post I commented on the case of Bates van Winkelhof v Clyde & Co in which…
Winkelhof whistleblower equity partner is a “worker”
“… any partner or member who agrees to devote their full time and attention to the practice may well be a “worker” …” The case of Bates van Winkelhof v Clyde & Co in the Employment Appeal Tribunal (“EAT”) has…
5 questions for professional practices following the Seldon age discrimination judgment
“… if the answer to any of these questions is, “No,” there may be a problem …” Following the Supreme Court judgment in Seldon, how do professional practices quickly determine whether or not they should be taking advice on their…
Tiffin brings more certainty as to who is and who is not a partner
“… In these difficult times, in which many professional practices are facing potential or actual insolvency, it is important for “partners” to know what liabilities they face …” Last week’s Court of Appeal judgment in the case of Tiffin v…
A final resolution of professional practice age discrimination issues?
“… Most UK professional practices operate a system of inherently discriminatory compulsory retirement of partners at a fixed age, regardless of ability or performance, on the assumption that this is legally justified …” The case of Seldon v Clarkson Wright…
Partnership dissolution – building (incomplete) bridges
“… The classic example that is often given is where a firm has contracted to build a bridge, and dissolution occurs when only half of the bridge has been built …” The recent case of Boghani v Nathoo [2011] EWHC…
LLP + no LLP members’ agreement = litigation
The recent case of Eaton v Caulfield & others (an unfair prejudice petition brought under section 994 of the Companies Act 2006, coupled with a just and equitable winding up petition under section 122(1)(g) of the Insolvency Act 1986) highlights the difficulties…
Partnership Dissolution FAQs
Partnership dissolution FAQs: What is dissolution? In the partnership context, “dissolution” describes both an event and a process : Continue Reading
Breach of duty of confidentiality via SAR audit
“… while nobody sympathises with a money-launderer or other criminal, not only is there the possibility of a damages claim from a client, but also regulatory sanctions in addition …” Solicitors could inadvertently breach their obligations to certain clients by…
Pursuing a harassment claim instead of a discrimination claim
… most conduct that would have been sufficient to justify a discrimination or sexual harassment claim may well be oppressive and unacceptable and cause anxiety, alarm or distress …It is quite a common occurrence these days to find at the…
Insurance renewal-induced cessation
“… If someone is completing on Friday it does not help them if their solicitor ceases to practise on Thursday …” Some legal practices are only now, with one week to go, receiving premium quotes for their 1 October 2010…
Escaping liability in professional partnership insolvencies
… It is possible inadvertently to throw away these defences in the course of the process leading up to administration, a PVA and/or IVAs … This article describes the run-up to a professional partnership insolvency, and the choices faced by…
Settling partnership disputes through mediation
“… after a few hours of tight-lipped civility, one or other of the parties … cannot stop himself telling the other party what he really thinks …” There are a number of factors which distinguish partnership disputes from other types…
What happens after a partnership dissolution notice is served?
“… the income of the firm may well diminish and/or partners may not account fully or at all for accrued WIP …” Unless there is an express agreement between partners permitting retirement, no partner can retire from a partnership at…
Dissolution, dissolution, dissolution
“… the conviction that a partnership will last forever in sickness or in health, for richer or poorer, may fade quickly …” As is well known, under certain Middle Eastern legal systems a husband can divorce his wife by uttering,…
Capital retention woes
“… Possession being nine-tenths of the law, a partner/member in this position may have to sue to recover his capital …” A worrying trend has been emerging. It has become much more common for partners and LLP members leaving professional…
Alternative Business Structures – Big Bang or damp squib?
“… how beneficial will consolidation into fewer, larger entities be for consumers? …” A great deal of time and money have been spent preparing for the arrival of Alternative Business Structures (ABS) in October 2011. The 2004 Clementi Report led the Ministry…
LLP membership trumps employment rights?
Please note: this post is now out of date following subsequent tax legislation and case law. “… At the outset he has been lulled into a false sense of security, and may consider himself to be the victim of a…
Senior partner-itis
“… Typically the senior partner becomes complacent about the fabulous hand of cards that life has dealt him and starts to presume that he can do no wrong …” It may come as no surprise that amongst professional practices that have…
Rogue partners
… The majority of professional practices are woefully deficient in detecting the “virus” at the point of introducing it/him into the practice … Last month I chaired an Association of Partnership Practitioners workshop on “Rogue Partners”. What was striking was…
The 10 most important partnership or LLP deed clauses
…Recessions bring out the worst in people… A recession has a way of exposing weaknesses in legal drafting. As practices try to respond to the economic climate, management teams consult the fine print of their partnership deed or LLP members’…
Who is liable for an LLP legal practice run-off premium?
“… the number of insureds under a practice’s professional indemnity insurance can easily double every fifteen or so years …” (First published in the Law Society Gazette on 20 August 2009) Last year a letter dropped though the door of…
Sale of an insolvent law firm
“… An intending purchaser who is aware of the firm’s difficulties should not purchase the firm from the partners, even if no winding-up or bankruptcy petitions have been presented …” (First published in the Law Society Gazette on 2 August…
Inadvertent discharge of partnership liabilities
… By the time creditors are negotiating terms with partners the firm may have ceased to trade, and the partners may have gone their separate ways … (This article was first published in the Law Society Gazette on 21 June…